Decree 245/2025/ND-CP Amendments: Securities Law Guidance in Vietnam

On September 11, 2025, the Government issued Decree 245/2025/ND-CP, dated September 11, 2025, amending and supplementing several articles of Decree 155/2020/ND-CP dated December 31, 2020, detailing the implementation of several articles of the Securities Law. Decree 245/2025, guiding the implementation of the Securities Law 2024, amends and supplements 89 articles of Decree 155/2020, contributing to enhancing the effectiveness of state management and simplifying administrative procedures on securities. Below, Viet An Law will update notable new points in Decree 245/2025/ND-CP amendments: Securities Law guidance in Vietnam.

Summary of new points in Decree 245/2025/ND-CP amendments: Securities Law guidance in Vietnam

• Tighten conditions for public offering of bonds;
• Guarantee the rights of foreign shareholders in buying and selling shares
• Guarantee foreign shareholders’ rights in buying and selling shares;
• New regulations regarding initial public offering (IPO);
• Simplify administrative procedures on securities;
• Increase the participation of foreign investors in securities offerings and issuances;
• Be ready to implement the central clearing partner (CCP) mechanism;
• Provide information transparency and protect investors on the stock market;
• Amend the composition of the Board of Directors of public companies;
• Merge examination procedures and issuance of securities practice certificates;

Tighten conditions for public offering of bonds

Decree 245/2025/ND-CP amended Clause 2, Article 19 of Decree 155/2020/ND-CP guiding the Securities Law, stipulating that the issuing organization or the bonds registered for offering must mostly be credit rated by an independent credit rating organization, except for the case of bonds issued by credit institutions or bonds guaranteed by credit institutions, foreign bank branches, foreign financial institutions, or international financial institutions to pay the entire principal and interest of the bonds.

Meanwhile, according to previous regulations in Clause 2, Article 19 of Decree 155/2020/ND-CP, the issuer or bond registered for offering only needs to obtain a credit rating that qualifies for business in some cases.

In addition, Decree 245/2025/ND-CP also adds many other conditions to Article 19 of Decree 155/2020/ND-CP, such as:

• Have a Bondholder Representative as prescribed in Article 24 of this Decree;
• The issuing organization has liabilities (including the value of bonds expected to be issued) not exceeding 5 times the issuer’s equity according to the financial report of the most recent accounting period;
• Liabilities as prescribed do not include the value of bonds expected to be issued to restructure the debt. In case of issuing bonds to the public to restructure the debt, the enterprise is not allowed to change the purpose of using the capital to restructure the debt.

Guarantee the rights of foreign shareholders in buying and selling shares.

Decree 245/2025/ND-CP amending Decree 155/2020/ND-CP guiding the Securities Law also guarantees the rights of foreign shareholders in buying and selling shares by abolishing the provision allowing the General Meeting of Shareholders and the Charter of a public company to decide on a maximum foreign ownership ratio lower than the level prescribed by law and international commitments.

For public companies that have notified the maximum foreign ownership ratio according to Point e, Clause 1, Article 139 of Decree 155/2020/ND-CP, this ratio will continue to be maintained or changed in an increasing direction to gradually approach the level prescribed by law.

New regulations regarding initial public offering (IPO)

One of the highlights is the new regulation related to the initial public offering (IPO). Decree 245/2025/ND-CP has supplemented Article 111a of Decree 155/2020/ND-CP on registration of stock listing at the same time as the initial public offering of shares of a joint stock company. The shares offered for the first time to the public will be listed immediately after the end of the offering to ensure the rights of investors participating in purchasing the offered shares, ensuring the success of capital mobilization activities through the initial public offering of shares.

Regarding the IPO process at the same time as registering for stock listing, Decree 245/2025/ND-CP stipulates as follows:

• The offering dossier must include a report on contributed charter capital, independently audited.
• The stock exchange reviews the enterprise’s stock listing registration dossier at the same time as the State Securities Commission reviews the IPO dossier.
• In particular, the time to list shares on the stock exchange after IPO is shortened to 30 days instead of 90 days as before, helping to protect investors’ rights and increase the attractiveness of the issuance.

Previously, a series of blockbuster IPOs by leading companies in their fields of operation soon received the attention of investors. In particular, Decree 245/2025/ND-CP further increased the attractiveness of these billion-dollar offerings.

Simplify administrative procedures on securities.

Decree 245/2025/ND-CP has simplified administrative procedures related to the offering and issuance of securities, such as simplifying administrative procedures related to issuance for exchange of shares, capital contributions, debt conversion, public offering, issuance of shares under merger and consolidation contracts and registration of public offering; simplifying procedures for registration of public offering with the regulation of shortening the time for processing public offering dossiers from 15 days to 07 working days from the date of receiving valid dossiers.

For employees, Decree 245/2025/ND-CP also has additional amendments that benefit employees in issuing shares under the employee stock option program, specifically:

• The Decree amends the provisions on conditions and documents for issuance under the employee stock option program in Articles 64 and 65 to clarify the issues that must be approved by the General Meeting of Shareholders (GMS) and the Board of Directors (BOD). Accordingly, the GMS must approve the contents, including the subjects and standards for employees participating in the program, the number of shares issued, the issue price, and the principles for determining the issue price and authorizing the Board of Directors to determine the issue price.
• The Decree amending Article 64 stipulates the exception of the time limit for transferring issued shares (01 year from the date of closing the issuance) for cases where the company buys back shares according to the issuance regulations under the employee selection program approved by the General Meeting of Shareholders or the Board of Directors of the company; at the same time, the company is allowed to sell the repurchased shares according to the guidance of the Ministry of Finance without having to reduce the charter capital. This provision is consistent with Clause 6, Article 36, Clause 7, Article 37 of the Securities Law (amended).

These new regulations are in line with the digital technology context, consistent with legal regulations on performing administrative procedures under the one-stop shop and inter-connected one-stop shop mechanisms at the One-stop Shop Department and the National Public Service Portal.

New regulations increase foreign investors’ participation in securities offerings and issuances.

Decree 245/2025/ND-CP amending Decree 155/2020/ND-CP guiding the Securities Law has many new contents to help increase the attraction of foreign investors to participate in securities offerings and issuances.

Specifically, foreign investors are facilitated in determining their professional investor status. Law No. 56/2024/QH15 amends and supplements several articles of 9 Laws in the financial sector, including the Securities Law, which has added the subject of professional securities investors to Decree 245/2025/ND-CP (individuals with foreign nationality, organizations established under foreign law conducting investment and business activities in Vietnam).

On that basis, Decree 245/2025/ND-CP supplements regulations related to documents identifying professional securities investors of foreign investors compatible with foreign papers and documents, making Decree 245/2025/ND-CP more favorable when participating in private offerings and issuances.

Ready to deploy the central counterparty (CCP) mechanism

The new Decree also adds a number of provisions to perfect the legal basis for implementing the central clearing counterparty (CCP) mechanism, as well as establishing a subsidiary to undertake the CCP function on the basis of provisions in Law No. 56/2024/QH15.

• The latest deadline for implementing CCP is the end of 2027. However, according to the proposed roadmap, the implementation of the CCP mechanism for the underlying stock market is expected to be implemented earlier, starting from the first quarter of 2027.
• Previously, to solve the problem of not requiring a deposit before trading (Non-Prefunding), the Ministry of Finance issued Circular No. 68/2024/TT-BTC and Circular No. 18/2025/TT-BTC, allowing organizations established under foreign law to participate in investment in the Vietnamese stock market to buy shares without having enough money at the time of placing the transaction order.
• The above regulation has helped foreign institutional investors limit exchange rate fluctuations during the payment cycle, optimizing the interests of foreign investors in securities transactions. This is the first step in parallel with the solutions that the Ministry of Finance and the State Securities Commission are urgently implementing, which is to put into operation a model of clearing and settlement of securities transactions according to the CCP mechanism.
• The latest deadline for implementing CCP is the end of 2027. However, according to the proposed roadmap, the implementation of the CCP mechanism for the underlying stock market is expected to be implemented earlier, starting from the first quarter of 2027.

Information transparency, investor protection in the stock market

In order to facilitate foreign investors to grasp information like domestic investors, the Ministry of Finance has issued Circular No. 68/2024/TT-BTC, which supplements regulations requiring listed organizations and public companies to simultaneously disclose information in English according to the roadmap.

• Next, Decree 245/2025/ND-CP adds many regulations in line with international practices, such as regulations on corporate bonds offered to the public must have a credit rating, and at the same time, enterprises are allowed to use credit ratings from reputable international credit rating organizations such as Moody’s, Standard & Poor, and Fitch Ratings.
• In addition, the Decree also expands the subjects eligible to act as payment guarantee organizations for corporate bonds offered to the public, including not only credit institutions and foreign bank branches as at present, but also payment guarantees of foreign financial institutions and international financial institutions; simplifies the conditions for public offering of bonds in Vietnam by international financial institutions.

Amendment of the composition of the Board of Directors of public companies from September 11, 2025

Pursuant to Clause 3, Article 275 of Decree 155/2020/ND-CP, a member of the Board of Directors of a public company may concurrently be a member of the Board of Directors of a maximum of 05 other companies.

Accordingly, in Clause 78, Article 1 of Decree 245/2025/ND-CP amending and supplementing Clause 3, Article 275 of Decree 155/2020/ND-CP, from September 11, 2025, a member of the Board of Directors of a public company can only concurrently be a member of the Board of Directors or Board of Members at a maximum of 05 other companies.

In addition, Clause 78 of Decree 245/2025/ND-CP amends and supplements Clause 2, Article 276 of Decree 155/2020/ND-CP, which stipulates that the number of non-executive members of the Board of Directors of a public company must ensure the following provisions:

• There must be at least 01 non-executive member in case the company has 03 to 05 members on the Board of Directors;
• There must be at least 02 non-executive members in case the company has 06 to 08 members on the Board of Directors;
• There must be at least 03 non-executive members in case the company has 09 to 11 members on the Board of Directors.

Thus, from September 11, 2025, some regulations on the governance structure of public companies will be officially amended. For example, the number and authority of the Board of Directors.

Merging examination procedures and granting securities practice certificates from September 11, 2025

Clause 73, Article 1 of Decree 245/2025/ND-CP amended and supplemented Clause 5, Article 213 of Decree 155/2020/ND-CP as follows:

• The application for a securities practice certificate as prescribed in Clause 4, Article 213 of Decree 155/2025 is also the application for registration to take the securities practice certificate exam.
• The criminal record can be submitted to the State Securities Commission within 20 days from the date the results of the securities practice certificate examination are announced on the State Securities Commission’s website.
• The application is submitted to the State Securities Commission and is non-refundable, even in cases where the applicant does not take the exam or is not granted a securities practice certificate. Individuals registering to take the exam must pay the full exam fee as prescribed.

In addition, add Clause 5a after Clause 5, Article 213 on organizing examinations for granting securities practice certificates as follows:

• The State Securities Commission organizes the examination for granting securities practice certificates, with the examination content for granting securities practice certificates consisting of two parts: Part on securities law and the Vietnamese securities market; Part on expertise.
• Within 15 days from the end of the securities practice certificate examination, the State Securities Commission shall announce on the State Securities Commission’s website the results of the securities practice certificate examination.

Previous regulations in Decree 155/2020/ND-CP only stated the application documents for a securities practice certificate, and the Ministry of Finance guided the organization of the examination to grant a securities practice certificate.

It can be seen that the new regulations in Decree 245/2025/ND-CP amendments: Securities Law guidance in Vietnam have removed each policy and technology bottleneck to expand access opportunities to the Vietnamese stock market for investors, especially foreign investors. If you have any related questions or need legal advice on securities, please contact Viet An Law for the best advice and support!